SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1 )
Firetector Inc.
-------------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
-------------------------------------------------
(Title of Class of Securities)
318319 60 5
(Formerly 318319 40 7)
-------------------------------------------------
(CUSIP NUMBER)
Dennis P. McConnell, Esq.
c/o Dolgenos Newman & Cronin LLP
96 Spring Street
New York, New York 10012
(212) 925-2800
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1999
-------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box
[ ].
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act.
<PAGE>
SCHEDULE 13D
CUSIP No. 318319 60 5 Page 2 of 8 Pages
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Genterra Investment Corporation f/k/a First Corporate Capital Corp.
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------
4 SOURCE OF FUNDS*
NA
----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 133,333 shares
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 133,333 shares
---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333 shares
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
Item 1. Security and Issuer.
Firetector Inc. (the "Issuer")
262 Duffy Avenue
Hicksville, NY 11801
c/o John A. Poserina, Secretary and Treasurer
Common Stock, $0.001 par value (the "Common Stock")
Item 2. Identity and Background
I. Reporting Person
(a) Name of Person Filing.
This statement is being filed on behalf of GENTERRA INVESTMENT CORPORATION
f/k/a First Corporate Capital Inc. ("FCC")
(b) Residence or Business Address.
The Reporting Person has its principal business at:
106 Avenue Road
Toronto, Ontario
Canada M5R 2H3
(c) Principal Occupation.
The Reporting Person is an investment management holding company.
(d) and (e)
The Reporting Person has not, during the last five years, been convicted in
any criminal proceeding and has not and is not subject to any judgment, decree
or final order as a result of any civil proceeding, enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Citizenship.
The Reporting Person is a citizen of Canada.
<PAGE>
Page 4 of 8 Pages
II. Names of Directors and Executive Officers of: GENTERRA INVESTMENT
CORPORATION
Directors: Business Address:
- ---------- -------------------
Mark Litwin 106 Avenue Road, Toronto, ON M5R 2H3
Irwin Singer 24 Hazelton Ave., Toronto, ON M5R 2E2
Stan Abramowitz 106 Avenue Road, Toronto, ON M5R 2H3
Alan Kornblum 600 Clayson Road, North York, ON. M9M 2H2
Morton Litwin 1150 Sheppard Ave. West, Downsview, ON M3K 2B5
Officers Position Address
- --------- --------- -----------
Mark Litwin President 106 Avenue Road, Toronto, ON M5R 2H3
Stan Abramowitz Secretary 106 Avenue Road, Toronto, ON M5R 2H3
None of the Directors or Executive Officers of the Reporting Person, listed
above, has, during the last five years, been convicted in any criminal
proceeding and has not and is not subject to any judgment, decree or final order
as a result of any civil proceeding, enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Each of the Directors and Executive Officers listed above is a citizen of
Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person has utilized working capital for the exercise of the
options.
Item 4. Purpose of Transaction.
In consideration of collateral support for the Issuer's Credit Facility in
February 1994, the Issuer granted the Reporting Person options for 166,667
unregistered shares of the Issuer's common stock at $.90 per share through
December 31, 1999. In July 1996, the Reporting Person exercised 33,334 of these
options at $.90 per share. These shares were subsequently sold in a brokerage
transaction, pursuant to Rule 144, in February 2000.
In December 1999, the Reporting Person exercised the remainder of the
previously granted options.
<PAGE>
Page 5 of 8 Pages
The Reporting Person acquired and exercised the Options in the ordinary
course of its business. Except as provided above, the Reporting Person has no
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving, the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number of term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure
including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Page 6 of 8 Pages
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned and percentage of class
(i) The Reporting Person is the beneficial owner of 133,333 restricted
shares of Common Stock by virtue of its exercise of previously granted
purchase options at a price of $.90 per share which represents 7.82%
of the Common Stock issued and outstanding.
(b) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or direct the vote: 133,333
(ii) shared power to vote or direct the vote: 133,333
(iii) sole power to dispose or direct disposition: 133,333
(iv) shared power to dispose or to direct disposition: 133,333
<PAGE>
Page 7 of 8 Pages
(c) None of the Reporting Persons has effected any transactions in the Common
Stock in the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made to Item 4 of this Schedule 13D for a discussion of a
contract with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits.
None
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(f)(i), we agree that this statement is filed on behalf of
each of us.
Dated: March 7, 2000
GENTERRA INVESTMENT CORPORATION
f/k/a FIRST CORPORATE CAPITAL INC.
By: /s/ MARK LITWIN
Mark Litwin, President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
